Conditions to Obligations of Seller to Effect the Closing Clause Samples

Conditions to Obligations of Seller to Effect the Closing. The obligations of Seller to effect the Closing shall be subject to the satisfaction (or waiver by Seller) at or prior to the Closing of each of the following conditions: 7.3.1 All of the representations and warranties of Purchaser set forth in this Agreement, considered collectively, shall be true and correct in all material respects as of the Effective Date and as of the Closing Date (or if made as of a specified date, only as of such date). 7.3.2 Purchaser shall have performed in all material respects any obligations and complied in all material respects with all covenants and agreements to be performed or complied with by it under this Agreement. 7.3.3 Purchaser shall have obtained and delivered to Seller those items required by Section 2.3 (other than items required by Section 2.3.14 if the failure to deliver such items would not have a Material Adverse Effect). 7.3.4 An authorized officer of Purchaser shall have executed and delivered to Seller a Certificate of Compliance as to compliance with the conditions set forth in Sections 7.3.1 and 7.3.2.
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Conditions to Obligations of Seller to Effect the Closing. The obligation of Seller to effect the Closing is further subject to the fulfillment (or waiver by Seller) at or prior to the Closing of the following conditions: (i) The representations and warranties of Buyer set forth in Section 4.8 shall be true and correct in all respects as of the date hereof and at the Closing; and (ii) the other representations and warranties of Buyer set forth in Article IV shall be true and correct as of the date hereof and at the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to any qualifications or exceptions as to materiality or Buyer Material Adverse Effect contained in such representations and warranties) has not had, individually or in the aggregate, a Buyer Material Adverse Effect. (b) Buyer shall have performed in all material respects all material obligations and complied in all material respects with all material covenants required by this Agreement to be performed or complied with by it prior to the Closing. (c) Buyer shall have delivered a certified copy of the Supplemental Indenture, which shall be effective on the Closing Date. (d) Buyer shall have delivered a fully-executed copy of the Escrow Agreement to Seller, which agreement shall have been executed by the Escrow Agent and be in full force and effect, subject only to the deposit by ASC of $467,000,000 in cash into the Escrow Account pursuant to Section 5.11 of this Agreement upon the substantially contemporaneous consummation of the Albertson’s Asset Purchase and there shall be no reason to expect that such deposit will not be made substantially contemporaneously with the Closing. (e) Buyer shall have delivered to Seller a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Sections 6.2(a), (b), (c) and (d) have been satisfied.
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Conditions to Obligations of Seller to Effect the Closing. The obligation of Seller to consummate the Closing shall be subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) (i) The representations in Sections 4.2(a) (Authorization), 4.8 (Brokers and Finders), 4.9(b) (Purchaser Shares) and 4.12 (a) (Absence of Certain Changes and Events) shall be accurate, and Sections 4.2(b) (Execution; Validity of Agreement) and 4.9(a) (Capitalization of Purchaser) (A) shall be accurate in all material respects, as of the Closing Date as though restated on and as of such date or (B) if such representation, by its terms, is made as of a date specified therein, shall be accurate in all material respects as of such date.
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Conditions to Obligations of Seller to Effect the Closing. The obligations of Seller to consummate the Closing shall be subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) Subject to the standards set forth in Section 10.1(b), the representations and warranties of Purchaser set forth in Article IV shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date subject to the standards set forth in Section 10.1(b)). (b) Purchaser shall have performed and complied with, in all material respects, all covenants and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Seller shall have received a certificate signed by an officer of Purchaser to the effect that the conditions set forth in clauses (a) and (b) above have been satisfied.
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Conditions to Obligations of Seller to Effect the Closing. The obligations of Seller to consummate the Closing shall be subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) The representations and warranties of Purchaser set forth in this Agreement shall be true and correct in all material respects (except for representations and warranties qualified by materiality which shall be true and correct in all respects) as of the date of this Agreement and, except for representations and warranties that speak as of a specific date other than the Closing Date (which need only be true and correct in all respects as of such date), as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date. (b) Purchaser shall have performed and complied with, in all material respects, all agreements, covenants and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Seller shall have received a certificate signed by an appropriate officer of Purchaser, dated the Closing Date, to the effect set forth in clauses (a) and (b) of this Section 6.3.
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Conditions to Obligations of Seller to Effect the Closing. The obligations of Seller to consummate the Closing shall be subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions:
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Related to Conditions to Obligations of Seller to Effect the Closing

  • Conditions Precedent to Obligations of Sellers The obligation of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Sellers.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Sellers waive the conditions contained in Section 7.3(h) or Section 7.3(i): (a) Each of the representations and warranties of Purchaser contained in ARTICLE V of this Agreement shall be true and correct (disregarding for the purpose of such determination any qualification as to materiality or Purchaser Material Adverse Effect) as of the Closing Date as if made on such date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Purchaser Material Adverse Effect. (b) Purchaser shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Purchaser shall have delivered, or caused to be delivered, to Sellers: (i) Parent Warrant A (including the related warrant agreement), duly executed by Purchaser; (ii) Parent Warrant B (including the related warrant agreement), duly executed by Purchaser; (iii) a certificate executed as of the Closing Date by a duly authorized representative of Purchaser, on behalf of Purchaser and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied; (iv) stock certificates evidencing the Parent Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, including any required stamps affixed thereto; (v) the Equity Registration Rights Agreement, duly executed by Purchaser;

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions: